EXHIBIT 4.28

CONFORMED COPY
                                Dated 8 May 2007

                    (1)  RANDGOLD RESOURCES LIMITED as Chargor

                    (2)  N M ROTHSCHILD & SONS LIMITED as
                         Security Trustee for the Finance Parties

                                    ----------

                               CHARGE OVER SHARES
                   in MINING INVESTMENTS (JERSEY) LIMITED and
                       RANDGOLD RESOURCES (SOMILO) LIMITED

                                   ----------

                          [MAYER BROWN ROWE & MAW LOGO]
                                     LONDON

                                                                RRL Share Charge



                                    CONTENTS

CLAUSE                                                                      PAGE
------                                                                      ----
1.    Definitions and interpretation........................................  1
2.    Covenant to pay.......................................................  4
3.    Creation of Security Interests........................................  5
4.    Covenants.............................................................  5
5.    Events of Default.....................................................  5
6.    Enforcement by the Security Trustee...................................  5
7.    Continuing security...................................................  5
8.    Third party protection................................................  6
9.    Costs and expenses....................................................  7
10.   Currency..............................................................  7
11.   Payments; No deductions...............................................  7
12.   Severability..........................................................  8
13.   Amendments, waivers and rights........................................  8
14.   Assignment............................................................  9
15.   Facilities Agreement provisions.......................................  9
16.   Law...................................................................  9



THIS AGREEMENT is dated 8 May 2007 and made between:

(1)  RANDGOLD RESOURCES LIMITED a company incorporated in Jersey (registered
     number 62686) whose registered office is at La Motte Chambers, La Motte
     Street, St. Helier, JE1 1BJ (the "CHARGOR"); and

(2)  N M ROTHSCHILD & SONS LIMITED a company incorporated in England and Wales
     (registered number 00925279) whose registered office is at New Court, St
     Swithin's Lane, London EC4P 4DU in its capacity as security trustee for the
     Finance Parties pursuant to the Facilities Agreement (as defined below)
     (the "SECURITY TRUSTEE").

BACKGROUND:

(A)  By a revolving credit facility agreement (the "FACILITIES AGREEMENT") dated
     on or about the date of this Agreement and made between (1) Randgold
     Resources (Somilo) Limited as borrower (2) Randgold Resources Limited as a
     guarantor (3) various banks and other financial institutions as lenders (4)
     N M Rothschild & Sons Limited as the mandated lead arranger and (5) N M
     Rothschild & Sons Limited, in its capacity as agent and security trustee
     for the Finance Parties, the Lenders have made available a loan facility of
     U.S.$60,000,000 to the Borrower on the terms and conditions set out
     therein.

(B)  As a condition of the facilities referred to in Background (A), the Chargor
     is required to enter into this Agreement creating security over the Shares
     in favour of the Security Trustee on behalf of the Finance Parties.

THIS AGREEMENT WITNESSES THAT:

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINED TERMS

     In this Agreement (including the Background Statements):

     "BORROWER" has the meaning given to that term in the Facilities Agreement.

     "CHARGED COMPANIES" means MIJL and Somilo and a "CHARGED COMPANY" means
     either of them.

     "COLLATERAL" means the Shares and the Derivative Rights.

     "DEFAULT RATE" shall have the same meaning and be calculated in accordance
     with Clause 3.4 (Post-Maturity Rate) of the Facilities Agreement.

     "DEMAND" means has the meaning given to that term in Clause 2.1 (Payment on
     Demand).

     "DERIVATIVE RIGHTS" means all rights of the Chargor derived from or
     connected to the Shares including, without limitation, any rights to
     receive additional shares, assets or rights or any offers in respect
     thereof (whether by way of bonus issue, option rights, exchange,
     substitution, conversion or otherwise) or to receive monies (whether by way
     of redemption, return of capital, distribution, income or otherwise).


                                        1



     "EVENTS OF DEFAULT" means any of the events or circumstances specified in
     Clause 5 (Events of Default).

     "FACILITIES AGREEMENT" means the facilities agreement referred to in
     Background (A).

     "FINANCE DOCUMENTS" has the meaning given to it in the Facilities
     Agreement.

     "LAW" means the Security Interests (Jersey) Law 1983.

     "MIJL" means Mining Investments (Jersey) Limited a company incorporated in
     Jersey with registered number 68417.

     "OBLIGORS" means collectively the Borrower and the Guarantors.

     "RRL GROUP COMPANIES" has the meaning given to it in the Facilities
     Agreement and includes the Chargor and "RRL GROUP COMPANY" means any of
     them.

     "RRL GROUP COMPANY LIABILITIES" has the meaning set out in Clause 2.2
     (Meaning of RRL Group Company Liabilities).

     "SECURED LIABILITIES" means all present or future obligations and
     liabilities (whether actual or contingent, joint or several or as
     principal, surety or in any other capacity) of the Chargor to the Security
     Trustee pursuant to Clause 2.1 (Payment on Demand).

     "SHARES" means:

     (a)  all shares registered in the name of the Chargor and/or Abacus (C.I.)
          Limited as nominee for the Chargor in MIJL from time to time (being,
          as at the date of this Agreement, two (2) ordinary shares of U.S.$1
          each, comprising one hundred percent (100%) of the issued shares in
          MIJL); and

     (b)  all shares registered in the name of the Chargor and/or Abacus (C.I.)
          Limited as nominee for the Chargor and/or Abacus Investments (C.I.)
          Limited as nominee for the Chargor in Somilo from time to time,
          (being, as at the date of this Agreement, two hundred (200) ordinary
          shares of U.S.$0.01 each, comprising one hundred percent (100%) of the
          issued shares in Somilo).

     "SOMILO" means Randgold Resources (Somilo) Limited, a company incorporated
     in Jersey with registered number 62687.

1.2  CONTENTS AND HEADINGS

     The index and headings are included for convenience only and shall not
     affect the interpretation or construction of this Agreement.

1.3  REFERENCES

     In this Agreement, unless the context requires otherwise, any reference to:

     (a)  the SECURITY TRUSTEE, the CHARGOR, the CHARGED COMPANIES, the BORROWER
          or any FINANCE PARTY, respectively, includes its successors in title
          and assigns and this Agreement shall be enforceable notwithstanding
          any change in the constitution of the Security Trustee, its absorption
          in or amalgamation with


                                        2



          any other person or the acquisition of all or part of its undertaking
          by any other person;

     (b)  a PARTY or the PARTIES is to a party or the parties (as the case may
          be) to this Agreement;

     (c)  a RECITAL is to the relevant statement about the background to this
          Agreement made above under the heading "Background"; any reference to
          a CLAUSE or a SCHEDULE is to a clause of or schedule to this Agreement
          (as the case may be) and references made in a Schedule to PARAGRAPHS
          are to paragraphs of that Schedule;

     (d)  this AGREEMENT includes the Schedules, which form part of this
          Agreement for all purposes;

     (e)  a STATUTE or STATUTORY PROVISIONS includes any consolidation,
          re-enactment, modification or replacement of the same and any
          subordinate legislation in force under the same from time to time;

     (f)  the masculine, feminine or neuter GENDER respectively includes the
          other genders, references to the singular include the plural (and vice
          versa) and references to persons include firms, corporations and
          unincorporated associations;

     (g)  a DOCUMENT is to that document as varied, supplemented or replaced
          from time to time;

     (h)  a RIGHT includes any estate, interest, claim or other right of any
          kind, both present and future;

     (i)  the provision of CASH COVER is to the provision to the Security
          Trustee of an amount in cash equal to the Security Trustee's
          reasonable market determination of the maximum possible aggregate
          amount which the Chargor or a RRL Group Company may at any time become
          liable to pay to the Security Trustee in respect of the relevant
          contingent liabilities; and

     (j)  THIS SECURITY is to this Agreement and includes each separate or
          independent stipulation or agreement in this Agreement and the
          security created by, pursuant to or supplemental to it.

1.4  FINANCE DOCUMENT

     This Agreement is a Security Agreement for the purposes of Clause 11.1
     (Appointment) of the Facilities Agreement. In addition both parties
     acknowledge that this Agreement is a Finance Document.

1.5  SECURITY TRUSTEE

     The Security Trustee shall be the "secured party", the Chargor shall be the
     "debtor" and the Events of Default shall be the "events of default" for the
     purposes of the Law.


                                        3



1.6  TERMS DEFINED IN THE FACILITIES AGREEMENT

     Words and expressions defined in the Facilities Agreement and not defined
     in this Agreement shall have the same meaning in this Agreement as in the
     Facilities Agreement.

2.   COVENANT TO PAY

2.1  PAYMENT ON DEMAND

     The Chargor shall on the Security Trustee's demand following an Event of
     Default (a "DEMAND") pay, discharge or (in the case of contingent
     liabilities (including any contingent liability in connection with Risk
     Management Agreements) outstanding at any time when a Default has occurred
     and is continuing)), provide cash cover (in an amount equal to such amount
     as the Security Trustee may demand but not more than the excess of (a) the
     Security Trustee's reasonable market determination of the amount of the
     relevant contingent liability, less (b) any other cash cover for such
     contingent liability then provided pursuant to any other Finance Document)
     for the RRL Group Company Liabilities.

2.2  MEANING OF RRL GROUP COMPANY LIABILITIES

     In this security, the "RRL GROUP COMPANY LIABILITIES" means all moneys or
     liabilities due or owing by any RRL Group Company:

     (a)  under the Finance Documents or any current or other account or in any
          such manner;

     (b)  in respect of liabilities incurred under or in respect of foreign
          exchange transactions, interest rate swap agreements, other agreements
          or arrangements entered into by the Lenders or the Security Trustee
          for the purpose of limiting any RRL Group Company's currency or
          interest rate exposure or under any Risk Management Agreements;

     (c)  in respect of money or liabilities due or owing or incurred in
          sterling or any other currency, alone or jointly with others as
          principal or surety; and

     (d)  in respect of moneys or liabilities originally owing or incurred to
          the Finance Parties and those purchased or otherwise acquired by the
          Finance Parties,

     together with, in each such case, interest, commission and bank fees and
     charges applicable thereto. Such interest shall be calculated to the date
     of payment (as well after as before any Demand or judgment) at the Interest
     Rate and to be compounded at such intervals as the Security Trustee shall
     determine, acting reasonably.

2.3  CERTIFICATION CONCLUSIVE

     Any certification or determination by the Security Trustee of any amount
     payable or rate applicable under this Agreement shall be conclusive
     evidence as against the Chargor of the matter(s) to which it relates.


                                        4



3.   CREATION OF SECURITY INTERESTS

     (a)  As a continuing security for the payment, performance and discharge of
          the Secured Liabilities, so that the Security Trustee shall have a
          first priority security interest in the Collateral pursuant to the
          Law, the Chargor hereby:

          (i)  assigns, transfers and otherwise makes over to the Security
               Trustee or its nominee title to the Shares and the Derivative
               Rights; and

          (ii) agrees that, to the extent that the Chargor shall not have
               assigned, transferred or otherwise made over to the Security
               Trustee or its nominee or perfected in favour of the Security
               Trustee or its nominee, title to any Shares, the Security Trustee
               or its nominee shall have possession of the certificates of title
               thereto.

     (b)  The Chargor hereby agrees that the security interests created by
          Clause 3(a) may exist concurrently.

4.   COVENANTS

     The Chargor covenants with the Security Trustee as set out in Schedule 1
     (Covenants) and warrants and represents to the Security Trustee as set out
     in Schedule 2 (Warranties).

5.   EVENTS OF DEFAULT

     There shall be an Event of Default if an "EVENT OF DEFAULT" as defined in
     the Facilities Agreement occurs, as if each such "EVENT OF DEFAULT" were
     set out in full herein.

6.   ENFORCEMENT BY THE SECURITY TRUSTEE

     (a)  If an Event of Default has occurred, the power of sale under the Law
          shall be exercisable in respect of the Collateral without any
          requirement to obtain any order of the Courts of Jersey immediately
          upon the Security Trustee serving on the Chargor a notice specifying
          the particular Event of Default complained of provided that, if the
          Event of Default complained of is capable of remedy, such power of
          sale shall only be exercisable if the Chargor has failed to remedy
          such Event of Default within 14 days following receipt of such notice
          by the Chargor.

     (b)  The Security Trustee may collect, receive or compromise and give a
          good discharge for any and all monies and claims for monies due and to
          become due for the time being comprised in the Collateral subject
          hereto.

7.   CONTINUING SECURITY

7.1  CONTINUING SECURITY

     This Agreement is a continuing security and shall secure the ultimate
     balance of the Secured Liabilities notwithstanding intermediate payment or
     discharge of the whole or part of the Secured Liabilities to the Security
     Trustee and also notwithstanding


                                       5



     liquidation or other incapacity of the Chargor, or any change in the
     constitution or name of the Chargor or any other matter or thing.

7.2  SECURITY ADDITIONAL TO OTHER RIGHTS

     This Agreement is in addition to (and shall not merge with, otherwise
     prejudice or affect or be prejudiced or affected by) any other right,
     remedy, guarantee, indemnity or Security Interest which may be or have been
     created in favour of the Security Trustee in respect of the Secured
     Liabilities. Accordingly, this Agreement may be enforced notwithstanding
     the existence or invalidity of all or any of the same and also
     notwithstanding the Security Trustee at any time exchanging, releasing,
     varying, abstaining from perfecting or enforcing or otherwise dealing or
     omitting to deal with all or any of the same.

7.3  CHARGOR'S LIABILITY NOT DISCHARGED

     The liability of the Chargor under this Agreement shall not be discharged,
     reduced, impaired or affected by:

     (a)  any present or future bill, note, right, remedy, guarantee, indemnity
          or Security Interest held by or available to the Security Trustee or
          the Finance Parties being or becoming wholly or in part void, voidable
          or unenforceable on any ground whatsoever or by the Security Trustee
          or the Finance Parties from time to time exchanging, releasing,
          varying, abstaining from perfecting or enforcing or otherwise dealing
          or omitting to deal with all or any of the same;

     (b)  the Security Trustee or the Finance Parties compounding with,
          discharging, releasing or varying the liability of or granting any
          time, indulgence or concession to the Borrower, any other RRL Group
          Company or any other person or renewing, determining, varying or
          increasing any bill, promissory note or other negotiable instrument,
          accommodation, facility or transaction in any manner whatsoever or
          concurring in, accepting or varying any payment from the Borrower, any
          other RRL Group Company or any other person; or

     (c)  any act or omission which would not have discharged, impaired or
          affected the liability of the Chargor had it been primary obligor or
          by anything done or omitted which but for this provision might operate
          to discharge, reduce, impair or affect that liability.

8.   THIRD PARTY PROTECTION

     No purchaser, mortgagee or other person dealing with the Security Trustee,
     shall be concerned:

     (a)  to enquire whether any of the Secured Liabilities have become due or
          payable or remain unpaid or undischarged or whether the power which
          the Security Trustee is purporting to exercise has become exercisable;
          or

     (b)  to see to the application of any money paid to the Security Trustee.


                                        6



9.   COSTS AND EXPENSES

     The Chargor covenants with the Security Trustee to indemnify the Security
     Trustee fully (and in the case of legal costs and expenses on a solicitor
     and own client basis) on demand against all reasonable costs, expenses,
     liabilities, claims, demands, actions or proceedings of any kind properly
     incurred by (or made or brought against) the Security Trustee (or any
     manager or agent appointed by the Security Trustee):

     (a)  as a result of any failure by the Chargor to perform any of its
          obligations under this Agreement;

     (b)  in the exercise (or purported exercise) of any of the powers or rights
          conferred by this Agreement or by any other lien granted (whether by
          the Chargor, the Borrower or any third party) in respect of all or
          part of the Secured Liabilities; or

     (c)  in respect of any other matter or thing done or omitted relating to
          the Shares or the assets secured by any such other lien,

     together in each case with interest calculated on a daily basis from the
     date the same is incurred or becomes payable by the Security Trustee (as
     the case may be) at the Default Rate, such interest being compounded
     quarterly.

10.  CURRENCY

     Any payment by the Chargor under this Agreement shall be made in the
     currency (in this Clause 10, the "CONTRACTUAL CURRENCY") in which the
     relevant Secured Liabilities were denominated or incurred and shall be made
     to the Security Trustee in London. If in respect of any of the Secured
     Liabilities the Security Trustee receives payment or that Secured Liability
     is converted into a claim, proof, judgment or order, in either case in a
     currency other than the Contractual Currency, then:

     (a)  the Chargor shall indemnify the Security Trustee against any loss or
          liability resulting from the conversion;

     (b)  if the amount received by the Security Trustee, when converted into
          the Contractual Currency by the Security Trustee, is less than the
          amount of the relevant Secured Liability in the Contractual Currency,
          then the Chargor shall on demand pay to the Security Trustee an amount
          in the Contractual Currency equal to the difference; and

     (c)  the Chargor shall on demand pay to the Security Trustee any exchange
          costs and taxes payable in connection with any conversion referred to
          in this Clause 10.

11.  PAYMENTS; NO DEDUCTIONS

11.1 MAKING OF PAYMENTS

     All payments to be made by the Chargor under this Agreement shall be made
     in accordance with Clause 12.1 (Payments) of the Facilities Agreement as if
     the reference to a "Borrower" were to the Chargor.


                                        7



11.2 PAYMENTS DUE ON NON-BUSINESS DAYS

     If any payment by the Chargor is due on a non-Business Day, the due date
     for payment shall instead be the next Business Day unless that is in the
     next calendar month, in which case, it shall be the preceding Business Day.
     During any extension of the due date of payment, interest shall be payable
     on the amount due at the rate payable on that amount on the original due
     date.

11.3 PAYMENTS TO BE MADE IN FULL

     All payments made or to be made by the Chargor under this Agreement shall
     be made in full, without any deduction, withholding, set-off or
     counterclaim on account of any taxes or of any claim the Chargor may have
     against the Security Trustee.

11.4 DEDUCTIONS REQUIRED BY LAW

     If the Chargor is compelled by law to make payment subject to any deduction
     or withholding in respect of tax, then it shall account for the same to the
     relevant authority as and when required by law, and shall pay to the
     Security Trustee all necessary additional amounts to ensure receipt and
     retention (free from any liability) by the Security Trustee of the full
     amount which it would have received had the payment not been subject to the
     deduction or withholding and shall promptly provide to the Security Trustee
     a certificate of deduction and such tax receipts and other documents as the
     Security Trustee may require.

11.5 APPLICATION OF INSUFFICIENT PAYMENTS

     If on any day the Security Trustee receive a payment insufficient to meet
     all amounts then due and payable by the Chargor under this Agreement, then
     the Security Trustee may apply such payment against those amounts in the
     order it thinks fit (overriding any application specified by the Chargor).

12.  SEVERABILITY

     If any part of any provision of this Agreement shall be or become invalid
     or unenforceable, then the remainder of such provision and all other
     provisions of this Agreement shall remain valid and enforceable.

13.  AMENDMENTS, WAIVERS AND RIGHTS

13.1 AMENDMENTS IN WRITING

     No amendment or variation of the terms of this Agreement shall be effective
     unless it is made or confirmed in a written document signed by the parties.

13.2 WAIVERS AND RELEASES

     No delay in exercising or non-exercise by the Security Trustee of any of
     its rights under or in connection with this Agreeement shall operate as a
     release or waiver of that right. Rather, any such waiver or release must be
     specifically granted in writing signed by an authorised signatory of the
     Security Trustee and shall:

     (a)  be confined to the specific circumstances in which it is given;


                                       8



     (b)  not affect any other enforcement of the same or any other right; and

     (c)  (unless it is expressed to be irrevocable) be revocable at any time in
          writing.

13.3 SECURITY TRUSTEE RIGHTS CUMULATIVE

     The rights and remedies of the Security Trustee under this Agreement are
     cumulative and not exclusive of any rights or remedies of the Security
     Trustee under the general law. The Security Trustee may exercise each of
     their rights as often as it thinks necessary.

13.4 SECURITY TRUSTEE DUTIES UNDER THIS SECURITY

     The Security Trustee shall be under no duty of any kind to the Chargor in
     respect of the exercise or non-exercise of any of its rights under this
     Agreement. The Chargor shall not rely on such exercise or non-exercise in
     any way.

14.  ASSIGNMENT

14.1 SECURITY TRUSTEE RIGHT TO ASSIGN

     The Security Trustee may assign all or any of their rights under this
     Agreement without any requirement to notify the Chargor or obtain its
     further consent provided that it has complied with the requirements of
     Clause 11.20(b) (Security Documents) of the Facilities Agreement. Any
     assignee or successor in title of the Security Trustee shall be treated for
     all purposes as if it had been an original party to this Agreement in
     addition to the Security Trustee.

14.2 WAIVER OF CONFIDENTIALITY RIGHTS

     Notwithstanding any confidentiality obligation imposed on the Security
     Trustee by law, it may disclose to any assignee, proposed assignee or
     person with whom from time to time it has or wishes to enter into an
     agreement in connection with this Agreement such information about the
     Chargor as it thinks fit. The Chargor irrevocably waives all rights of
     confidentiality in respect of such disclosure.

15.  FACILITIES AGREEMENT PROVISIONS

     The Facilities Agreement contains various provisions which purport to apply
     to the Finance Documents. Each of those provisions, including Clauses 11
     (The Agent and the MLA) 12, (General payment provisions and set-off), 13.4
     (Indemnification), 13.8 (Counterparts, Effectiveness, etc), 13.12 (Other
     Transactions), and 13.15 (Entire Agreement) shall apply to this Agreement
     as if they were set out in full.

16.  LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of Jersey and the parties hereby irrevocably agree for the exclusive
     benefit of the Security Trustee that the courts of Jersey are to have
     jurisdiction to settle any disputes which arise out of or in connection
     with this Agreement and that accordingly any suit, action or proceeding
     arising out of or in connection with this Agreement may be brought in such
     court.

EXECUTION:


                                       9



The parties have duly executed this Agreement on the date set out at the
beginning of this Agreement.


                                       10



                                   SCHEDULE 1
                                    COVENANTS

1.   NO DISPOSALS OR SECURITY INTERESTS

     The Chargor shall not without the prior written consent of the Security
     Trustee:

     (a)  sell, transfer or otherwise deal in any way with any of the Shares or
          permit any person other than the Chargor to be registered as holder of
          any of them; or

     (b)  create (or permit to continue or to be created) or suffer to subsist
          any Security Interest over any of the Shares (whether ranking in
          priority to, pari passu with or subsequent to this Agreement.

2.   DEPOSIT AND REGISTRATION

     Without prejudice to Clause 3(a) (Creation of Security Interests), the
     Chargor shall:

     (a)  transfer (or ensure that there are transferred) all or any of the
          Shares into the name of the Security Trustee or its nominees or
          Security Trustee as the Security Trustee may select. The Chargor
          agrees that the Security Trustee may hold all or any of such Shares in
          any nominees or other Security Trustee and that all of the Shares
          shall be held at the expense, risk and responsibility of the Chargor;

     (b)  deposit (or ensure that there are deposited) with the Security Trustee
          and permit the Security Trustee to hold and retain:

          (i)   all stock and share certificates and documents of title relating
                to the Shares;

          (ii)  transfers of the Shares duly completed in favour of the Security
                Trustee or otherwise as it may direct; and

          (iii) such other documents as the Security Trustee may from time to
                time require for perfecting its title to the Shares (duly
                executed by or signed on behalf of the registered holder) or for
                vesting or enabling it to vest the same in itself or its
                nominees or in any purchaser,

          to the intent that the Security Trustee may at any time without notice
          present them for registration;

     (c)  hold to the order of the Security Trustee and deposit with it
          forthwith (or ensure that there are so held and deposited) all
          documents of title and related documents from time to time relating to
          the Shares; and

     (d)  immediately upon written request from the Security Trustee execute and
          deliver to each Charged Company a notice materially in the form set
          out in Schedule 4 (Notice).

3.   ISSUE OF SHARES

     The Chargor shall ensure that no Shares or other securities in either of
     the Charged Companies will be issued or allotted and no agreement, option
     or arrangement to


                                       11



     make or call for such issue or allotment will be made or granted without
     the Security Trustee's prior written consent.

4.   THE CHARGED COMPANIES

     The Chargor shall ensure that the Charged Companies do not, unless the
     prior written consent of the Security Trustee has been obtained:

     (a)  in any way modify the rights attached to any of the shares in its
          issued share capital;

     (b)  increase, consolidate, sub-divide or reduce its share capital;

     (c)  alter its memorandum or articles of association;

     (d)  purchase its own shares or reduce its share capital; or

     (e)  take any step to place itself in liquidation or pass any resolution to
          wind itself up.

5.   CALLS AND NOTICES

     The Chargor shall:

     (a)  duly and promptly pay (or ensure that there are paid) all calls,
          instalments or other payments which may be made or become due in
          respect of any of the Shares as and when the same become due from time
          to time; and

     (b)  provide the Security Trustee with a copy of any report, accounts,
          circular, notice or other item sent or provided to it (or to any
          person on its behalf) in connection with its holding of the Shares or
          any of them immediately on receipt them.

6.   NO PREJUDICE

     The Chargor shall not do or permit or suffer to be done anything (insofar
     as it is within the power of the Chargor) which may in any way depreciate,
     jeopardise or otherwise prejudice the value of the Shares and will
     immediately inform the Security Trustee of any such matter.

7.   FURTHER ASSURANCE

     The Chargor shall at its own expense execute and do all such assurances,
     acts and things the Security Trustee may require for perfecting or
     protecting the security granted pursuant to this Agreement over the Shares
     or any of them or for facilitating the realisation of the same and in the
     proper exercise of all powers, authorities and discretions vested in the
     Security Trustee. The Chargor shall in particular execute all transfers,
     conveyances, assignments, assurances and legal mortgages of such Shares
     whether to the Security Trustee or to its nominees and any documents which
     the Security Trustee may require in order to create a first fixed charge
     over any moneys from time to time standing to the credit of the Suspense
     Account (as defined in Paragraph 1.3 of Schedule 3 (Powers of the Security
     Trustee)) and give all notices, orders and directions which the Security
     Trustee may reasonably require.


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8.   WAIVERS OF PRE-EMPTION RIGHTS

     The Chargor shall ensure that all shareholders of the Charged Companies
     from time to time enter into waivers in a form satisfactory to the Security
     Trustee of all pre-emption rights and restrictions in the Articles of
     Association of each of the Charged Companies from time to time or otherwise
     which may in any respect vary, restrict or affect the exercise of any
     rights which may arise in connection with the enforcement of this security
     or the transfer of the Shares to the Security Trustee or such other person
     as the Security Trustee may so direct.


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                                   SCHEDULE 2
                                   WARRANTIES

1.   TITLE

1.1  SHARES

     The Chargor warrants and represents that with regard to the Shares:

     (a)  the Chargor is the sole beneficial legal owner free from any Security
          Interest;

     (b)  they are fully paid;

     (c)  there are no moneys or liabilities outstanding or payable in respect
          of them or any of them;

     (d)  the Chargor is lawfully entitled to create this security over them in
          favour of the Security Trustee;

     (e)  together they constitute the whole of the issued share capital of each
          of the Charged Companies; and

     (f)  they are fully transferable to the Security Trustee or such other
          person as the Security Trustee shall direct without restriction and
          without prejudice to the generality of the foregoing in respect of the
          pre-emption rights or restrictions in the Articles of Association of
          each of the Charged Companies all appropriate waivers have been
          obtained in respect of these from all other shareholders of each of
          the Charged Companies, which are unconditional and irrevocable and
          legally binding and enforceable.

2.   NON-COMPETITION

     The Chargor warrants and represents that it has not taken or received and
     undertakes not to take or receive the benefit of any security (from the
     Borrower or any other person) extending to its liabilities under this
     Agreement.


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                                   SCHEDULE 3
                         POWERS OF THE SECURITY TRUSTEE

1.   DERIVATIVE RIGHTS

1.1  AFTER A DEMAND

     Following a Demand and for the purposes of preserving the value of the
     security granted pursuant to this Agreement, or of realising it, the
     Security Trustee or its nominees may exercise in the name of the Chargor or
     otherwise (without any further consent or authority on the part of the
     Chargor) any Derivative Rights attached to the Shares and any powers or
     rights which may be exercisable by the person in whose name the Shares are
     registered or by the bearer or absolute owner of the Shares including the
     receipt of dividends or other like payments.

1.2  PRIOR TO DEMAND

     For the avoidance of doubt, (unless otherwise agreed in writing between the
     Chargor and Security Trustee), the Security Trustee shall remain absolutely
     entitled to the Derivative Rights. Notwithstanding the above, until the
     Security Trustee has made a demand, the Chargor will be entitled to retain,
     exercise and deal with the Derivative Rights as it, in its absolute
     discretion, thinks fit (provided that it will not do or permit to suffer to
     be done anything which in any way may depreciate, jeopardise or prejudice
     the value of the security) and the Security Trustee shall:

     (a)  account to the Chargor for all such Derivative Rights received by it
          and forward to the Chargor any communications relating to those
          Derivative Rights which are received by it promptly on such receipt;
          and

     (b)  make available to the Chargor such of the documents deposited with it
          (or their nominees) pursuant to this Agreement and, at the Chargor's
          cost and expense, execute such documents and take such other action as
          the Chargor shall require in order to enable the Chargor to receive or
          as the case may be exercise or deal with such Derivative Rights, save
          that the Security Trustee shall be entitled to refuse to execute any
          such documents or take such action if to do so would, in the Security
          Trustee opinion, threaten the validity of this security, or otherwise
          be in breach of the terms of this Agreement.

1.3  SUSPENSE ACCOUNT

     Monies received, recovered or realised by the Security Trustee under this
     Agreement may, at the discretion of the Security Trustee, be credited to a
     separate or suspense account (a "SUSPENSE ACCOUNT") for so long as the
     Security Trustee may think fit without any intermediate obligation on the
     part of the Security Trustee to apply the same in or towards payment and
     discharge of the Secured Obligations provided that, in the event that the
     aggregate amount standing to the credit of such account is sufficient to
     pay and discharge the Secured Obligations in full, in which case such
     amounts shall be applied towards such payment and discharge.


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2.   DELEGATION AND APPOINTMENT OF ATTORNEYS

2.1  SECURITY TRUSTEE MAY DELEGATE

     The Security Trustee may at any time and from time to time delegate to any
     person or persons all or any of the powers, authorities and discretions
     which are exercisable by it under this Agreement. Any such delegation may
     be made by power of attorney or in any other manner, on such terms
     (including power to sub-delegate) and subject to such regulations as the
     Security Trustee may think fit. The Security Trustee shall not in any way
     be liable or responsible to the Chargor for any loss or damage arising from
     any act, default, omission or misconduct on the part of any such delegate
     or sub-delegate.

2.2  APPOINTMENT AS ATTORNEY

     The Chargor, in accordance with Article 5(2)(a) of the Powers of Attorney
     (Jersey) Law, 1995, hereby irrevocably appoints the Security Trustee and
     every delegate or sub-delegate appointed pursuant to Paragraph 2.1
     separately to be its attorney on its behalf, in its name and as its act or
     deed:

     (a)  to execute and do all such assurances, acts and things as the Chargor
          is required to execute and do under the Finance Documents (including
          to execute in favour of the Security Trustee or its nominees any
          document required by the Security Trustee under Schedule 1, Paragraph
          7 (Further Assurance)); and

     (b)  to seal and deliver and otherwise perfect or do any deed, assurance,
          agreement, instrument, act or thing which it or he may deem proper or
          desirable in or for the purpose of exercising any of the powers,
          authorities and discretions conferred by this Agreement or by law on
          the Security Trustee and/or which the Security Trustee may deem
          necessary or desirable for creating, maintaining or enforcing the
          security contemplated hereunder, giving full effect to this Agreement
          or for securing or protecting the rights of the Security Trustee
          hereunder or under the Law.

     The Chargor by this Agreement ratifies and confirms and agrees to ratify
     and confirm anything which any such attorney may do in the proper and
     lawful exercise or purported exercise of all or any of the powers,
     authorities and discretions referred to in this Paragraph 2.2.

3.   RELEASES CONDITIONAL

3.1  CONDITIONAL RELEASE

     Any release, settlement, discharge, re-assignment or arrangement (in this
     Paragraph 3 a "RELEASE") given or made by the Security Trustee on the faith
     of any assurance, security or payment shall be conditional on that
     assurance, security or payment not being avoided, reduced or ordered to be
     repaid under any enactment relating to liquidation, bankruptcy or
     insolvency. If such avoidance or reduction occurs or such order is made,
     the release given by the Security Trustee shall not prejudice the right of
     the Security Trustee to enforce the security granted pursuant to this
     Agreement in respect of the Secured Liabilities and as between the Chargor
     and the Security Trustee this security shall (notwithstanding the release)
     be deemed to have remained at all times held by the Lenders as security for
     the Secured Liabilities.


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3.2  RETENTION OF SECURITY

     The Security Trustee may in its absolute discretion retain all or part of
     this Agreement as security for the Secured Liabilities for a period of 25
     months after the Secured Liabilities shall have been paid and discharged in
     full. If at any time within that period of 25 months a petition is
     presented to a competent court for a winding-up or administration order to
     be made in respect of the Chargor or steps are taken to wind up the Chargor
     voluntarily, then the Security Trustee may continue to retain all or part
     of this Agreement for such further period as the Security Trustee in its
     absolute discretion shall determine.

4.   REMEDYING DEFAULTS

     If the Chargor fails to take any action required of it in this Schedule
     then the Security Trustee may (without prejudice to any other right it may
     have) take such action (including but not limited to the action so required
     but not taken by the Chargor) on the Chargor's behalf as it thinks fit and
     the Chargor shall indemnify the Security Trustee against any costs and
     expenses incurred in doing so in accordance with Clause 8 (Costs and
     Expenses).


                                       17



                                   SCHEDULE 4
                                     NOTICE

TO:       [NAME OF COMPANY] (the "COMPANY")

          [ADDRESS] [Ensure that this is the "proper address" as per Article 10
          of the Law i.e. the registered or principal office.]

FROM:     [NAME OF CHARGOR] (the "CHARGOR")

AND FROM: [NAME OF SECURITY TRUSTEE] (the "SECURITY TRUSTEE")

We hereby give you notice that, pursuant to a security interest agreement dated
[Date] made between the Chargor and the Security Trustee, the Chargor has
assigned to [the Security Trustee] [or specify name if assigned to Security
Trustee's nominee] title to [Number] [Class] shares [of [Value] each] in the
Company (being the entire issued share capital of the Company) (the "SHARES")
together with all rights of the Chargor derived from or connected to the Shares
(the "DERIVATIVE RIGHTS").

This notice may not be varied or revoked without the Security Trustee's prior
written consent.

This notice may be executed in any number of counterparts and by each party on a
separate counterpart each of which counterparts when so executed and delivered
shall be an original but all such counterparts shall together constitute one and
the same instrument.

This notice shall be governed by and construed in accordance with the laws of
Jersey.

Date: [Date]

For and on behalf of
[NAME OF CHARGOR]

For and on behalf of
[NAME OF SECURITY TRUSTEE]


                                       18



EXECUTION:

THE CHARGOR

SIGNED by Roger Williams, Director duly   )  Roger Williams
authorised for and on behalf of           )
RANDGOLD RESOURCES LIMITED                )

THE SECURITY TRUSTEE

SIGNED by Christopher Coleman and         )  Christopher Coleman
Alan Park, duly authorised for and on     )
behalf of N M ROTHSCHILD & SONS           )  Alan Park
LIMITED


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